Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

January 3, 2024

SONOS, INC.

(Exact name of registrant as specified in its charter)



Delaware	001-38603	03-0479476
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

614 Chapala Street

Santa Barbara, California 93101

(Address of principal executive offices, including zip code)

(805) 965-3001

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	SONO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 3, 2024, Sonos, Inc. (the “Company”) appointed Saori Casey as Chief Financial Officer (“CFO”) and principal financial officer, effective as of January 22, 2024 (the “Effective Date”). In connection with Ms. Casey’s appointment as CFO, on January 3, 2024, the Company determined Eddie Lazarus would no longer serve as CFO and appointed Mr. Lazarus as Chief Strategy Officer, each effective as of the Effective Date. In addition to his role as Chief Strategy Officer, Mr. Lazarus will remain the Company’s Chief Legal Officer and Corporate Secretary.

Pursuant to her offer letter, Ms. Casey will receive a base salary of $550,000 and will be eligible to receive an annual cash incentive bonus with a target equal to 65% of her base salary, with the actual bonus payable based on performance against pre-established performance goals. In addition, in connection with her appointment as CFO, the Compensation, People and Diversity & Inclusion Committee (the "Committee") of the Company’s Board of Directors approved a grant to Ms. Casey on February 15, 2024 (the “Grant Date”) of (i) restricted stock units, with a target value of approximately five million dollars ($5,000,000), which will vest as to 33.33% of the restricted stock units on the first anniversary of the Grant Date and thereafter in equal quarterly installments over the two years following the first anniversary of the Grant Date, generally subject to Ms. Casey’s continued employment with the Company and (ii) performance stock units (“PSUs”), with a target value of approximately five million dollars ($5,000,000), which shall be eligible to become earned between zero percent (0%) and two hundred percent (200%) of the target number of PSUs based on the achievement of performance criteria established by the Committee over three consecutive one-year performance periods, with vesting of such PSUs generally subject to Ms. Casey’s employment with the Company at the end of the three-year PSU term.

From July 2011 to December 2023, Ms. Casey, age 56, served as Vice President of Finance at Apple Inc. Prior to that, Ms. Casey held various roles as a finance executive at Cisco Systems Inc. for fifteen years. She has served on the board of directors of Houzz Inc. since 2019, and also serves as the Chair of its Audit Committee and on its Compensation Committee. Ms. Casey holds a B.A. in Economics from the University of California, Santa Barbara, and an M.B.A. from the Peter F. Drucker Graduate School of Management at Claremont Graduate University, where she has served as a member of the Drucker Advisory Board since 2018.

There are no arrangements or understandings with any other person pursuant to which Ms. Casey will be appointed as the Company’s CFO, and there are no family relationships between Ms. Casey and any director or executive officer of the Company. Additionally, there are no transactions between Ms. Casey and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

The Company’s press release announcing Ms. Casey’s appointment as CFO and Mr. Lazarus’ appointment as Chief Strategy Officer is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.	Description
99.1	Press Release dated January 9, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		SONOS, INC.

Date: January 9, 2024	By:	/s/ Eddie Lazarus
		Eddie Lazarus Chief Legal Officer

Exhibit 99.1

Saori Casey to Join Sonos as Chief Financial Officer

Current CFO and CLO Eddie Lazarus to assume Chief Legal and Strategy Officer role

SANTA BARBARA, Calif. – January 9, 2024 - Sonos, Inc. (Nasdaq: SONO) today announced that industry leading corporate finance executive Saori Casey will join the company’s executive leadership team as its new Chief Financial Officer, effective January 22, 2024. Saori will oversee all financial, accounting, real estate, technology, and investor relations functions within the company. Saori succeeds current CFO Eddie Lazarus, who will take on the new role of Chief Strategy Officer while retaining existing duties as Chief Legal Officer.

Saori brings more than 30 years of corporate finance experience, with nearly 13 years serving as Vice President of Finance at Apple, where she was responsible for running all aspects of Apple’s financial planning, forecasting, capital allocations, investor relations, as well as financial management of all G&A functions. Prior to joining Apple, Saori spent 15 years at Cisco, where she held a number of finance leadership roles spanning operations, sales, R&D, FP&A, M&A, and systems, as the company scaled its revenue from $4 billion to over $40 billion. In addition, Saori serves on the board of Houzz, as both chair of the Audit Committee and a member of the Compensation Committee.

“I am excited to welcome Saori as our new CFO. The depth and breadth of her experience at world-class companies like Apple and Cisco make her perfectly suited to build on our momentum and seize the opportunity ahead,” says Sonos CEO Patrick Spence. “Saori’s appointment to CFO and Eddie’s transition to Chief Legal and Strategy Officer, along with the recent appointments of Deirdre Findlay as Chief Commercial Officer and Maxime Bouvat-Merlin as Chief Product Officer, have yielded an accomplished executive leadership team poised to accomplish our ambition to be the world’s leading sound experience company.”

“Sonos is an iconic consumer brand with an exciting portfolio of audio products that delight and inspire millions of consumers around the world, myself included,” said incoming Chief Financial Officer, Saori Casey. “I have great admiration for what the team has built and am energized by the opportunity to help lead Sonos into its next phase of growth.”

In his new role, Eddie will be responsible for leading Sonos’ strategic planning, corporate development, and sustainability efforts, in addition to his Chief Legal Officer duties.

“I am incredibly grateful for the opportunity to serve as CFO of Sonos during the last 16 months. I hand the baton to Saori at an exciting time, following a successful holiday season, and ahead of our entry into a new multi-billion dollar category later this year,” Eddie Lazarus commented. “I look forward to partnering with Saori to ensure a smooth transition, and dedicating more of my time to crafting the strategies that will position Sonos to succeed over the long term.”

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements regarding our anticipated new product launch and the timing thereof, a smooth transition for our executive officers’ new roles, and the company’s potential for market leadership and long-term success. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors, including, but not limited to: our ability to accurately forecast product demand and effectively forecast and manage owned and channel inventory levels; the impact of global economic, market and political events, including the potential for an extended global recession, continued inflationary pressures, rising interest rates and, in certain markets, foreign currency exchange rate fluctuations; changes in consumer income and overall consumer spending as a result of economic or political uncertainty or conditions; changes in consumer spending patterns; our ability to successfully introduce new products and services and maintain or expand the success of our existing products; the success of our efforts to expand our direct-to-consumer channel; the success of our financial, growth and business strategies; our ability to meet product demand and manage any product availability delays; supply chain challenges, including shipping and logistics challenges and component supply-related challenges; the resurgence of the COVID-19 pandemic and the other risk factors set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2023 and our other filings filed with the Securities and Exchange Commission (the “SEC”), copies of which are available free of charge at the SEC’s website at www.sec.gov or upon request from our investor relations department. All forward-looking statements herein reflect our opinions only as of the date of this press release, and we undertake no obligation, and expressly disclaim any obligation, to update forward-looking statements herein in light of new information or future events. Sonos and Sonos product names are trademarks or registered trademarks of Sonos, Inc. All other product names and services may be trademarks or service marks of their respective owners.

About Sonos

Sonos (Nasdaq: SONO) is one of the world’s leading sound experience brands. As the inventor of multi-room wireless home audio, Sonos’ innovation helps the world listen better by giving people access to the content they love and allowing them to control it however they choose. Known for delivering an unparalleled sound experience, thoughtful home design aesthetic, simplicity of use and an open platform, Sonos makes the breadth of audio content available to anyone. Sonos is headquartered in Santa Barbara, California. Learn more at www.sonos.com.

Investor Contact

James Baglanis

IR@sonos.com

Media Contact

Erin Pategas

PR@sonos.com

Source: Sonos

Document And Entity Information	Jan. 03, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 03, 2024
Entity Registrant Name	SONOS, INC.
Entity Incorporation, State or Country Code	DE
Securities Act File Number	001-38603
Entity Tax Identification Number	03-0479476
Entity Address, Address Line One	614 Chapala Street
Entity Address, City or Town	Santa Barbara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93101
City Area Code	805
Local Phone Number	965-3001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	SONO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001314727
Amendment Flag	false